Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. Subject to the other provisions of this Article 7, from and after the Closing the Parent shall indemnify, defend and hold the Purchaser, CVS and their affiliates and, after the Closing, each of the Southern Entities (the “Purchaser Indemnitees”) harmless from and against any and all Damages incurred or suffered by any Purchaser Indemnitee arising out of or relating to: (a) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any item or matter disclosed expressly or by cross-reference in Section 2.02(d) of the Disclosure Schedule or Section 2.02(i) of the Disclosure Schedule (each, a “Deemed Undisclosed Item”) shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (b) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement as if such representation or warranty were made on and as of the Closing Date, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any Deemed Undisclosed Item shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (c) any breach of any Parent Foundational Reps as if such representation or warranty were made as of the date of this Agreement and on and as of the Closing Date; (d) any breach of any covenant of the Parent contained in this Agreement; (e) any breach of any covenant of the Sellers contained in this Agreement provided that the breach occurred prior to the Closing Date; (f) any Excluded Liabilities (except to the extent of those Excluded Liabilities that arise from the Northern Business); (g) the Purchaser’s obligation to indemnify the Stock Purchaser pursuant to the Framework Agreement (i) with respect to Excluded Liabilities to the extent such Excluded Liabilities relate to the Southern Business or (ii) with respect to a matter for which Purchaser would be entitled to indemnification from Parent under Section 7.01(a) – (f) if the Purchaser itself suffered the applicable Damages; or (h) any Governmental Entity’s denial or revocation of any license or permit or delay in granting any license or permit to the Purchaser or any of Purchaser’s affiliates relating to any Southern Site in Oklahoma due solely to the failure of the Parent, the Seller or any affiliate of Parent to timely pay any Tax attributable to a Pre-Closing Tax Period.

Indemnification by the Parent. (a) Subject to the other limitations and the provisions of this Article 7XIII, from and after the Closing Closing, the Parent and the Parent Guarantor shall jointly and severally indemnify, defend and hold harmless the Purchaser, CVS Purchaser and their affiliates and, its Affiliates (including the Subject Companies after the Closing), each of the Southern Entities and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless ), from and against any all damages, costs, expenses, losses, claims, demands, awards, judgments, fines, penalties, interest, liabilities and/or obligations, including reasonable fees and all Damages incurred or suffered by any Purchaser Indemnitee disbursements of counsel (collectively, “Damages”), arising out of or from, relating to, or in any way sustained or incurred by reason of: (ai) any the breach of or inaccuracy in any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement, provided that (i) each such representation and warranty shall be determined representations or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any item or matter disclosed expressly or warranties made by cross-reference in Section 2.02(d) of the Disclosure Schedule or Section 2.02(i) of the Disclosure Schedule (each, a “Deemed Undisclosed Item”) shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (b) any breach of any representation or warranty of the Parent contained in Article 2 hereunder (other than Parent Foundational Reps) of this Agreement as if such representation or warranty were made on and as of the Closing Date, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any Deemed Undisclosed Item shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (c) any breach of any Parent Foundational Reps as if such representation or warranty were made either as of the date of this Agreement and on and or as of the Closing Date, as though made as of such date, or, in the case of any representations and warranties which are expressly made as of a specific date other than the Closing Date, as though made as of such specific date); (dii) any the breach of any covenant or agreement to have been performed hereunder by the Parent Guarantor, the Parent or, prior to the Closing, the Verisk Health Parent Companies; (iii) any of the Retained Liabilities; (iv) any Taxes of the Parent contained in this Agreement; and its Affiliates (eexcluding the Subject Companies) with respect to any breach period, including any such Taxes for which the Subject Companies are liable pursuant to Treasury Regulation Section 1.1502-6 (or a similar provision of any covenant of the Sellers contained in this Agreement provided that the breach occurred prior to the Closing Date; (f) any Excluded Liabilities (except to the extent of those Excluded Liabilities that arise from the Northern Businessstate, local or other Law); (gv) any Taxes of the Purchaser’s obligation to indemnify Subject Companies (including Transfer Taxes) arising out of the Stock Purchaser pursuant to actions contemplated by Section 5.10 or Section 5.11; (vi) any Taxes for which the Framework Agreement (i) Subject Companies are liable with respect to Excluded Liabilities any Pre-Closing Period; (vii) any withholding Taxes, excluding any penalties or interest thereon, to the extent such Excluded Liabilities relate not withheld or deducted pursuant to Section 1.2(d). (viii) any Taxes of any Person (other than any Subject Company) imposed on any Subject Company as a transferee or successor, by contract or otherwise, pursuant to a transaction or Contract, excluding any Contract the principal purpose of which is unrelated to Taxes, occurring or entered into prior to the Southern Business or Closing; (iiix) with respect any Taxes attributable to a matter for which Purchaser amounts that would be entitled required to indemnification from Parent be included under Section 7.01(a) – 951 of the Code (for a similar provision of state, local or other Law) if the Purchaser itself suffered Taxable year of Verisk Health Nepal ended on the applicable DamagesClosing Date immediately prior to the Closing; or (hx) any Governmental Entity’s denial or revocation amounts (but without duplication of any license amounts included in the Adjusted Net Debt, Adjusted Closing Working Capital or permit amounts paid by the Parent under the Transitional Services Agreement) relating to, or delay incurred in granting any license connection with, the Facility Build-Out or, without duplication, the Severance Liabilities or permit Nepal Plan Liabilities, to the extent, in the aggregate, in excess of the amount of Trapped Cash. (b) In the Purchaser or any of Purchaserand VCVH Intermediate’s affiliates relating to any Southern Site in Oklahoma due solely discretion, and to the failure extent that the Parent or the Parent Guarantor owes any Purchaser Indemnified Party any amounts under this Article XIII, such amount of Damages may be applied to discharging unpaid principle and interest otherwise payable under the Parent, Note in satisfaction of such Damages and the Seller or any affiliate of Parent to timely pay any Tax attributable to a Pre-Closing Tax Periodprincipal and interest payable under the Note shall be reduced by such amount.

Indemnification by the Parent. Subject to the other provisions terms of this ----------------------------- Article 710, from and after the Closing the Parent shall indemnify, defend defend, save and hold harmless (A) the PurchaserSeller, CVS (B) the Stockholders, (C) only with respect to Section 10.2(e) below, all participants under the Seller's 401K Plan (the "Plan Participants"), and their affiliates and(D) only with respect to Section 10.2(c) below, after ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, as trustees (the Closing, each "EPX Plan Trustees") of the Southern Entities Electronic Payment Exchange, Inc. 401K Retirement Plan (the “Purchaser Indemnitees”) harmless "EPX 401K Plan"), (collectively referred to in this Agreement as the "Seller Indemnified Parties"), from and against any and all Damages incurred or Loss actually suffered by any Purchaser Indemnitee arising out of the Seller, such Stockholders, the Plan Participants or relating to:the EPX Plan Trustees that arise or result under the following (whether or not a third party initiates a proceeding or claim giving rise to such Loss): (a) any breach of any representation or warranty of the Parent contained representations, warranties, covenants and agreements made by the InterCept Parties in Article 2 (other than Parent Foundational Reps) of this Agreement, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any item or matter disclosed expressly or by cross-reference in Section 2.02(d) of the Disclosure Schedule or Section 2.02(i) of the Disclosure Schedule (each, a “Deemed Undisclosed Item”) shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (b) any breach of any representation representation, warranty, covenant or warranty of agreement in any other Merger Document delivered by the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement as if such representation InterCept Parties to the Seller or warranty were made on and as of the Closing Date, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any Deemed Undisclosed Item shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a))Stockholders; (c) with respect to the EPX Plan Trustees, any breach of any Parent Foundational Reps fiduciary liability that arises solely as if such representation or warranty were made as a result of the date termination of this Agreement and on and the EPX 401K Plan as of required under Section 8.6(c) or the cancellation or surrender, after the Closing Date, of the Annuity Contract, pursuant to the termination of the EPX 401K Plan; (d) any breach of any covenant liability that arises solely as a result of the Parent contained in this Agreement;termination of the EPX 401K Plan as required under Section 8.6(c) or the cancellation or surrender, after the Closing Date, of the Annuity Contract, pursuant to the termination of the EPX 401K Plan; and /or (e) with respect to the Plan Participants, any breach of any covenant of the Sellers contained covenants and agreements made by the InterCept Parties in this Agreement provided that the breach occurred prior to the Closing Date; (f) any Excluded Liabilities (except to the extent of those Excluded Liabilities that arise from the Northern BusinessSection 8.6(c); (g) the Purchaser’s obligation to indemnify the Stock Purchaser pursuant to the Framework Agreement (i) with respect to Excluded Liabilities to the extent such Excluded Liabilities relate to the Southern Business or (ii) with respect to a matter for which Purchaser would be entitled to indemnification from Parent under Section 7.01(a) – (f) if the Purchaser itself suffered the applicable Damages; or (h) any Governmental Entity’s denial or revocation of any license or permit or delay in granting any license or permit to the Purchaser or any of Purchaser’s affiliates relating to any Southern Site in Oklahoma due solely to the failure of the Parent, the Seller or any affiliate of Parent to timely pay any Tax attributable to a Pre-Closing Tax Period.

Indemnification by the Parent. Subject to the other provisions of this Article 7, from and after the Closing the Parent shall indemnify, defend and hold the Purchaser, CVS and their affiliates and, after the Closing, each of the Southern Entities (the “"Purchaser Indemnitees”") harmless from and against any and all Damages incurred or suffered by any Purchaser Indemnitee arising out of or relating to: (a) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any item or matter disclosed expressly or by cross-reference in Section 2.02(d) of the Disclosure Schedule or Section 2.02(i) of the Disclosure Schedule (each, a “"Deemed Undisclosed Item”") shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (b) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement as if such representation or warranty were made on and as of the Closing Date, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any Deemed Undisclosed Item shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (c) any breach of any Parent Foundational Reps as if such representation or warranty were made as of the date of this Agreement and on and as of the Closing Date; (d) any breach of any covenant of the Parent contained in this Agreement; (e) any breach of any covenant of the Sellers contained in this Agreement provided that the breach occurred prior to the Closing Date; (f) any Excluded Liabilities (except to the extent of those Excluded Liabilities that arise from the Northern Business); (g) the Purchaser’s 's obligation to indemnify the Stock Purchaser pursuant to the Framework Agreement (i) with respect to Excluded Liabilities to the extent such Excluded Liabilities relate to the Southern Business or (ii) with respect to a matter for which Purchaser would be entitled to indemnification from Parent under Section 7.01(a) – - (f) if the Purchaser itself suffered the applicable Damages; or (h) any Governmental Entity’s 's denial or revocation of any license or permit or delay in granting any license or permit to the Purchaser or any of Purchaser’s 's affiliates relating to any Southern Site in Oklahoma due solely to the failure of the Parent, the Seller or any affiliate of Parent to timely pay any Tax attributable to a Pre-Closing Tax Period.